UAS3E15 Catch a Falling Star
Plot Jennifer Nocturne arrives at the jail where Carl Nesmith, once Captain Nemesis, is being held. She manages to get out of being scanned by security and gives a guard an autograph. When she leaves, the guards express confusion over why she visits Nesmith every day. He arrives to talk to her. She has brought a small bomb and affixes it to his cell. Then, she pretends to storm away, angry. She gets into her limo as the jail explodes. Nesmith demands the keys and gets it. She has a gauntlet that he wants. He drives away. Ben and Gwen are driving in Ben's car. They are investigating Nesmith's kidnapping of Nocturne. Gwen thinks that Nocturne may be an accomplice. In the limo, Nesmith says that he has to destroy Ben before they elope. Ben and Gwen go to a trailer park where Nocturne's mother lives. They go to her trailer and she recognizes Ben. They want to ask her about Nocturne, but she wants Ben to transform before she says anything. Ben resists at first, but transforms into Humungousaur. As long as he holds up her trailer, she will answer Gwen's questions. Mrs. Nocturne says that Jennifer left home at 14 to be on a TV show, and that she never knew her father. Humungousaur drops the trailer and turns into Ben. Gwen asks if she has anything of Jennifer's and she gives her a doll. At a motel, Nocturne gets a new haircut to avoid being recognized. Gwen tracks Nocturne with the doll. Ben and Gwen arrive at the motel and Gwen identifies the room. Ben turns into Goop, breaks in, and turns into Ben. They go in and find it deserted, but inhabited. Gwen leaves to talk to the clerk. Ben finds Nemesis's glove when he arrives and attacks Ben. They wrestle. When Nesmith brandishes a stick at Ben, Ben turns into Clockwork, a robotic golem alien. Clockwork ages the stick to dust. A blast from the side hits Clockwork. As he blacks out, he sees Nocturne with the still-smoking glove. Gwen arrives and finds Clockwork, deactivated, on the ground. With some effort, she is able to turn him into Ben. Ben wakes up in great pain. Nesmith and Nocturne go to a veterinarian, Dr. Pervis. Ben has broken his arm, so Gwen drives. Kevin showed Gwen how to hack into Nocturne's phone. She found a payment to Pervis and she's driving to his office now. Swampfire breaks in and turns into Ben. Gwen senses that the patient was Nesmith. They go to find Pervis and find him dead. Nesmith's face is bandaged, as it has been reconstructed. He wants to go to Nemesis Corporation, but Nocturne urges him against it. Nesmith says that they won't have peace until Ben is dead and tears off the bandages. They are about to kiss in the road, but a truck stops near them. Nesmith kills the driver with his glove. Gwen tracks Nocturne, but senses that her aura is getting weaker, as she is losing touch with herself. She suspects that Nocturne has Stockholm Syndrome and finds evidence for this. The police and team are at Nocturne's abandoned limo, where the truck driver was killed. Ben is disturbed that they are fighting an enemy that is willing to kill people for his revenge on Ben. Gwen found a note giving his location and daring Ben to follow. They go to his location, Nemesis tower. Gwen tries to track Nocturne, but her aura is gone. Inside, Nesmith attacks guards and goes into an elevator with Nocturne. Ben's arm is in pain, but he still wants to save Nocturne. In Nesmith's lab, he uncovers a secret project. Gwen and Ben arrive and watch as Nesmith unveils a new, bigger suit of armor. Ben beckons to Nocturne, but she tells them to leave and that she loves Nesmith. He attacks them. Gwen is defeated and Ben turns into Eatle. Eatle and Nesmith fight. Nesmith drops a vent on Eatle, but he eats the rubble and shoots Nesmith. Eatle destroys Nesmith's glove and grabs him. Nocturne gets into the armor and attacks Eatle, unconvinced that Nesmith is evil. She defeats Eatle and he turns into Ben. She cannot bring herself to kill him, but Nesmith urges her to. She attacks, but Gwen attacks her. She runs at Gwen and Gwen electrocutes her with a wire. The suit deactivates and Nocturne falls out. Nesmith is willing to pretend that he kidnapped her in order to keep her from going to jail. He tells her to wait for him and walks off with her. Ben and Gwen follow. Impact *Ben transforms into Clockwork for the first time *Carl Nesmith's real name is revealed Clockwork.PNG|Clockwork|link=Clockwork Characters Characters *Guards *Prisoners *Gwen Tennyson *Ben Tennyson *Mrs. Nocturne *Dr. Pervis Villains *Jennifer Nocturne *Carl Nesmith Aliens *Humungousaur *Goop *Clockwork *Swampfire *Eatle Category:Episodes Category:Ultimate Alien Episodes Category:Alien Debuts